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Borregaard

Interim / Quarterly Report Jul 18, 2023

3562_rns_2023-07-18_842105f4-d3dd-4f09-8e04-89e51148ce31.pdf

Interim / Quarterly Report

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2 ND QUARTER 2023 INTERIM REPORT

CONTENTS

  • 2nd quarter in brief
  • The Group
  • The business areas
  • BioSolutions
  • BioMaterials
  • Fine Chemicals
  • Foreign exchange and hedging
  • Cash flow and financial situation
  • Sustainability
  • Share information
  • Other matters and subsequent events
  • Outlook
  • Statement by the Board of Directors
  • The Group's interim condensed income statement
  • Interim earnings per share
  • The Group's interim condensed comprehensive income statement
  • The Group's interim condensed statement of financial position
  • Interim condensed changes in equity
  • The Group's interim condensed cash flow statement
  • Notes
  • Alternative performance measures

Q2 2023

2 N D QUARTER IN BRIEF

  • An all-time high EBITDA1 of NOK 537 million (NOK 445 million)2
  • Positive impact from diversified market strategy in BioSolutions
  • Increased sales prices for BioMaterials
  • Increased sales prices and high deliveries in Fine Chemicals
  • Reduced margin and volume for traded vanillin products
  • Positive net currency effects

2 Figures in parentheses are for the corresponding period in the previous year.

THE GROUP

Amounts in NOK million Note 2023 2022 2023 2022 2022
Operating revenues 2 1,963 1,744 3,813 3,359 6,881
EBITDA1 537 445 972 845 1,643
Operating profit 419 346 739 637 1,186
Profit/loss before taxes 2 379 322 671 599 1,118
Earnings per share (NOK) 2.84 2.53 5.16 4.71 8.95
Net interest-bearing debt1 11 2,218 2,105 2,218 2,105 1,836
Equity ratio1
(%)
47.4 51.8 47.4 51.8 54.8
Leverage ratio1 1.25 1.40 1.25 1.40 1.12
Return on capital employed1
(%)
18.8 17.2 18.8 17.2 18.1

EBITDA MARGIN1

EBITDA1

OPERATING REVENUES

3 0 6 9 12 21 24 27 33 30 18 24.8% 24.8% 23.5% 20.6% 25.5% 27.4% 2022 2023 % Q1 Q2 Q3 Q4 1,744 445 1,752 434 1,770 400 435 537 364 NOK mill Q1 Q2 Q3 Q42022 2023 0 100 200 400 300 600 500 2022 1.4 - 30.6 1.1 - 30.6 1.1 - 31.12

400 435

EBITDA1 NOK mill

600

0

100

200

300

400

500

537

Q1 Q2 Q3 Q4

2022 2023

364

EBITDA MARGIN1

OPERATING REVENUES

OPERATING REVENUES

1,615 1,850

NOK mill

2,500

1,615 1,850

Q1 Q2 Q3 Q4

2022 2023

1,963

2022 2023

1,963

Q1 Q2 Q3 Q4

NOK mill

0

500

1,000

1,500

2,000

0

500

1,000

1,500

2,000

2,500

EBITDA1 EARNINGS PER SHARE CUMULATIVE

0

100

200

300

400

500

600

EBITDA MARGIN1

SECOND QUARTER

Operating revenues increased to NOK 1,963 million (NOK 1,744 million)2 . EBITDA1 reached an all-time high level of NOK 537 million (NOK 445 million). Fine Chemicals and BioMaterials had result improvements while BioSolutions had a decrease compared with the 2nd quarter of 2022. Borregaard's resilient business model with a diversified market strategy contributed to an improved EBITDA margin1 compared with previous quarters.

Increased sales prices and high deliveries were the main reasons for the significant result improvement in Fine Chemicals. The increased result in BioMaterials was mainly due to higher sales prices and positive net currency effects. In BioSolutions, increased sales prices and positive net currency effects were more than offset by reduced contribution from traded vanillin products and changes in product mix. For the Group, reduced energy costs were largely offset by increased wood costs and cost inflation in general.

Other income and expenses1 were NOK 0 million (NOK 12 million) in the 2nd quarter of 2023.

Operating profit reached NOK 419 million (NOK 346 million). Net financial items were NOK -40 million (NOK -24 million). Profit before tax was NOK 379 million (NOK 322 million). Tax expense of NOK -91 million (NOK -78 million) gave a tax rate of 24% (24%) in the quarter.

Earnings per share were NOK 2.84 (NOK 2.53).

Cash flow from operating activities was NOK 411 million (NOK 182 million). The cash flow was positively affected by the cash effect from an all-time high EBITDA1 and a slight decrease in net working capital. Tax payments were higher compared with the 2nd quarter of 2022.

FIRST HALF

Borregaard's operating revenues increased to NOK 3,813 million (NOK 3,359 million) in the 1st half of 2023. EBITDA1 increased to NOK 972 million (NOK

845 million). The result increased in BioMaterials and Fine Chemicals while BioSolutions had a decrease compared with the 1st half of 2022.

Fine Chemicals' EBITDA1 improved due to increased sales prices and higher deliveries. Increased sales prices and positive net currency effects were the main reasons for the EBITDA1 improvement in BioMaterials. In BioSolutions, higher sales prices and positive net currency effects were more than offset by reduced contribution from traded vanillin products and a changed product mix. For the Group, reduced energy costs were more than offset by increased wood costs and cost inflation in general.

Other income and expenses1 were NOK 0 million (NOK 12 million) in the 1st half of 2023.

Operating profit was NOK 739 million (NOK 637 million). Net financial items amounted to NOK -68 million (NOK -38 million). Profit before tax was NOK 671 million (NOK 599 million). Tax expense was NOK -162 million (NOK -146 million), giving a tax rate of 24% (24%).

Earnings per share were NOK 5.16 (NOK 4.71).

In the 1st half of 2023, cash flow from operating activities was NOK 522 million (NOK 110 million). The improvement was mainly due to the cash effect from a higher EBITDA1 and a more favourable development in net working capital. Tax payments were higher compared with the 1st half of 2022. CASH FLOW FROM OPERATING ACTIVITIES

Q1'23 Q2'23

EBITDA1

Cash flow from operating activites

Q3'22 Q4'22

Q2'22

1 Alternative performance measure, see page 23 for definition.

2 Figures in parentheses are for the corresponding period in the previous year.

BUSINESS AREAS BIOSOLUTIONS

1.4 - 30.6 1.1 - 30.6 1.1 - 31.12
Amounts in NOK million 2023 2022 2023 2022 2022
Operating revenues 1,087 1,098 2,082 2,046 4,050
EBITDA1 284 305 508 566 986
EBITDA margin1
(%)
26.1 27.8 24.4 27.7 24.3

SECOND QUARTER

Operating revenues in BioSolutions were NOK 1,087 million (NOK 1,098 million). EBITDA1 was NOK 284 million (NOK 305 million). The diversified market strategy with 600 products to numerous applications contributed to an improved EBITDA margin1 compared with previous quarters.

Higher sales prices and positive net currency effects were more than offset by reduced contribution from traded vanillin products and changes in product mix. Reduced energy costs were partly offset by cost inflation which affected other operating expenses negatively.

The average price in sales currency was 3% lower than in the same quarter in 2022. Sales prices were in line with the 1st quarter of 2023. However, increased sales volume to industrial applications and lower deliveries to construction and speciality applications affected the average price negatively in the quarter.

The total sales volume was 4% lower than in the corresponding quarter in 2022. Strong sales within several industrial applications partly compensated for lower deliveries to other applications.

AVERAGE GROSS SALES PRICE3 AVERAGE GROSS SALES PRICE3

SALES VOLUME SALES VOLUME

Sales price and sales volume include lignin-based biopolymers and biovanillin.

1 Alternative performance measure, see page 23 for definition.

2 Figures in parentheses are for the corresponding period in the previous year.

3 Average sales price is calculated using actual FX rates, excluding hedging impact.

4 Metric tonne dry solid.

FIRST HALF

In the 1st half of 2023, BioSolutions' operating revenues increased to NOK 2,082 million (NOK 2,046 million). EBITDA1 was NOK 508 million (NOK 566 million).

Higher sales prices and positive net currency effects were more than offset by reduced contribution from traded vanillin products and changes in product mix. Total costs were in line with last year.

The average price in sales currency was 5% higher than in the 1st half of 2022 due to price increases, partly offset by changes in product mix.

Total sales volume was 6% lower than in the 1st half of 2022. Strong sales within several industrial applications partly compensated for lower deliveries to other applications.

1 Alternative performance measure, see page 23 for definition.

  • 2 Figures in parentheses are for the corresponding period in the previous year.
  • 3 Average sales price is calculated using actual FX rates, excluding hedging impact.

4 Metric tonne dry solid.

BIOMATERIALS

1.4 - 30.6 1.1 - 30.6 1.1 - 31.12
Amounts in NOK million 2023 2022 2023 2022 2022
Operating revenues 661 540 1,345 1,072 2,250
EBITDA1 143 91 270 188 427
EBITDA margin1
(%)
21.6 16.9 20.1 17.5 19.0

SECOND QUARTER

BioMaterials' operating revenues reached NOK 661 million (NOK 540 million). EBITDA1 increased to NOK 143 million (NOK 91 million).

Increased sales prices and positive net currency effects were the main reasons for the EBITDA1 improvement. The product mix was weaker due to lower sales of speciality cellulose to the construction market for cellulose ethers, partly offset by higher sales of other specialised products. Lower energy costs were more than offset by higher wood costs and other operating expenses. Sales volume and prices of cellulose fibrils increased.

The average price in sales currency increased by 13% compared with the 2nd quarter of 2022.

FIRST HALF

Operating revenues increased to NOK 1,345 million (NOK 1,072 million). EBITDA1 reached NOK 270 million (NOK 188 million).

Higher sales prices for speciality cellulose and positive net currency effects were the main reasons for the EBITDA1 improvement. The product mix was weaker due to lower sales of speciality cellulose to the construction market for cellulose ethers. Total costs increased compared with the 1st half of 2022. Sales volume and prices of cellulose fibrils increased.

The average price in sales currency was 16% higher than in the same period last year.

AVERAGE GROSS SALES PRICE5 AVERAGE GROSS SALES PRICE5

Sales price and sales volume include speciality cellulose and cellulose fibrils.

5 Average sales price is calculated using actual FX rates, excluding hedging impact.

6 Metric tonne.

8,000 10,000 12,000

20,000

18,000 16,000 14,000

1 Alternative performance measure, see page 23 for definition.

FINE CHEMICALS

1.4 - 30.6 1.1 - 30.6 1.1 - 31.12
Amounts in NOK million 2023 2022 2023 2022 2022
Operating revenues 227 119 407 262 632
EBITDA1 110 49 194 91 230
EBITDA margin1
(%)
48.5 41.2 47.7 34.7 36.4

SECOND QUARTER

Operating revenues in Fine Chemicals increased to NOK 227 million (NOK 119 million). EBITDA1 reached NOK 110 million (NOK 49 million).

The significant EBITDA1 improvement was due to increased sales prices and high deliveries. Bioethanol had a particularly strong quarter. In addition, fine chemical intermediates had an improved product mix. The net currency impact was positive.

FIRST HALF

Operating revenues in Fine Chemicals were NOK 407 million (NOK 262 million). EBITDA1 was NOK 194 million (NOK 91 million). EBITDA1 in the 1st half improved due to higher sales prices and higher deliveries, partly offset by increased costs. The net currency impact was positive.

FINE CHEMICALS – SALES REVENUES

INGREDIENTS – SALES REVENUES

139 139

146

Q3

160

Q1 Q4

Q2

80

100 120 130

160 140

NOK million

40 60

20 0

Sales revenues include fine chemical intermediates and bioethanol.

FOREIGN EXCHANGE AND HEDGING

Borregaard has a significant currency exposure which is hedged according to the company's hedging strategy. The impact of currency rate fluctuations will be delayed as a result of the currency hedging strategy. Compared with the 2nd quarter of 2022, the net impact of foreign exchange on EBITDA1 , including hedging effects, was NOK 80 million. Hedging effects were NOK -65 million (NOK -3 million) in the quarter.

Compared with the 1st half of 2022, the net impact of foreign exchange on EBITDA1 , including hedging effects, was NOK 155 million. Hedging effects were NOK -113 million (NOK 7 million) in the 1st half.

Assuming currency rates as of 17 July 2023 (USD 10.01 and EUR 11.24) and based on currency exposure forecasts, Borregaard expects a net impact of foreign exchange on EBITDA1 of approximately NOK 40 million in the 3rd quarter of 2023 and NOK 215 million for the full year of 2023, compared with the corresponding periods last year.

CASH FLOW AND FINANCIAL SITUATION

SECOND QUARTER

Cash flow from operating activities in the 2nd quarter was NOK 411 million (NOK 182 million). The cash flow was positively affected by the cash effect from an alltime high EBITDA1 and a slight decrease in net working capital. Tax payments were higher compared with the 2nd quarter of 2022.

Investments amounted to NOK 261 million (NOK 81 million). Expansion investments1 totalled NOK 158 million (NOK 24 million). The main expenditure was related to the increased ownership in Alginor ASA.

FIRST HALF

In the 1st half of 2023, cash flow from operating activities was NOK 522 million (NOK 110 million). The improvement was mainly due to the cash effect from a higher EBITDA1 and a more favourable development in net working capital compared with the 1st half of 2022. Tax payments were higher compared with the 1st half of 2022.

Investments amounted to NOK 368 million (NOK 168 million). Replacement investments were NOK 190

million (NOK 128 million). Expansion investments1 totalled NOK 178 million (NOK 40 million), where the largest expenditure was related to the increased ownership in Alginor ASA.

Dividend of NOK 324 million (NOK 499 million) was paid out in the 2nd quarter. In the 1st half of 2023, the Group has sold and repurchased treasury shares with net proceeds of NOK -4 million (NOK 11 million). Realised effect of hedging of net investments in subsidiaries was NOK -88 million (NOK -80 million).

On 30 June 2023, the Group had net interest-bearing debt1 totalling NOK 2,218 million (NOK 2,105 million), an increase of NOK 382 million from year-end 2022.

At the end of June, the Group was well capitalised with an equity ratio1 of 47.4% (51.8%) and a leverage ratio1 of 1.25 (1.40).

SUSTAINABILITY

Environment, health and safety (EHS) are integral parts of Borregaard's business model.

Greenhouse gas emissions (GHG, scope 1 and 2) have decreased slightly (1%) due to lower use of fossil fuel for heat energy. Process improvements contributed to an 11% reduction in emissions of organic material (COD – rolling 12 months) compared with the same period last year.

There were no fatal or high consequence work-related injuries in the 1st half of 2023. The total recordable injuries per million hours worked (TRIF, rolling 12

months) were 4.4 (4.5). Sick leave was at the same level; 4.1%.

The table below shows key sustainability measures and targets. For further details on parameters and targets, see the Sustainability and corporate responsibility chapter in Borregaard's 2022 Annual Report.

All figures are rolling 12 months 30.6.2023 30.6.2022 31.12.2022 Target 2023 Target 2030
Greenhouse gas emissions (Scope 1 and 2, `000 tonnes) 213 215 214 N/A 114
COD (organic material) in process water discharged 49 t/day 55 t/day 54 t/day 52 t/day 40 t/day
Total recordable injuries per million hours worked 4.4 4.5 4.9 3.5 0.0
Sick leave % 4.1 % 4.1 % 4.3 % 4.0 % 3.0 %

* Emission figures as of 30.6.2023 are based on best estimate at the time of reporting.

SHARE INFORMATION

In the 2nd quarter, 23,450 share options were exercised at a strike price of NOK 67.05 per share, and 23,100 share options were exercised at a strike price of NOK 91.35 per share.

In the 2nd quarter, Borregaard repurchased a total of 44,674 treasury shares at an average price of NOK 182.41.

Total number of shares outstanding on 30 June 2023 was 100 million, including 243,604 treasury shares. Total number of shareholders was 8,560. Borregaard

ASA's share price was NOK 158.80 at the end of the 2nd quarter (NOK 174.80 at the end of the 1st quarter of 2023 and NOK 152.00 at the end of 2022).

The share was traded ex dividend on 19 April and dividend was paid out on 27 April 2023.

OTHER MATTERS AND SUBSEQUENT EVENTS

SUCCESSFUL PLACEMENT OF NEW GREEN BONDS

In June, Borregaard successfully placed NOK 500 million in new senior unsecured green bonds. The new green bonds have a tenor of 5 years and a coupon of 3 months NIBOR plus 1.25% p.a.

Borregaard has established a green financing framework. Under the new framework, Borregaard can issue green financing instruments. It is structured in accordance with the 2021 ICMA Green Bond Principles (GBP), as well as the 2023 LMA, APLMA and LSTA Green Loan Principles (GLP).

See notices to Oslo Stock Exchange on 12 and 13 June 2023.

OUTLOOK

In BioSolutions, the diversified market strategy for lignin-based biopolymers is expected to mitigate effects of a potential recession. The total sales volume for 2023 is forecast to be slightly below 2022, depending on the global economic development in general and the construction market in particular. Sales volume in the 3rd quarter of 2023 is forecast to be largely in line with the same quarter last year.

For BioMaterials, the total sales volume in 2023 is expected to be in line with 2022. Sales volume of highly specialised grades is expected to be lower than last year due to a further slowdown in the construction market for cellulose ethers. However, sales to other applications are expected to partly compensate for reduced volume to the construction market. Sales growth will continue for cellulose fibrils.

In Fine Chemicals, sales prices for advanced bioethanol are expected to remain at the same level as in the 1st half of 2023. The market conditions for advanced

biofuels are favourable in several European countries. Bioethanol sales are expected to be mainly into these markets in 2023. For fine chemical intermediates, lower deliveries and a weaker product mix are expected in the 2nd half of 2023 compared with the 1st half.

Wood costs will increase 4-6% in the 2nd half of 2023 compared with the 1st half of 2023. In the 3rd quarter, increased wood and labour costs are expected to offset lower energy and other raw material costs compared with the 2nd quarter of 2023.

Cost inflation, interest rates and uncertainty in the global economy may impact Borregaard's markets. Borregaard will continue to closely monitor cost inflation and market development and implement relevant measures if required.

Sarpsborg, 17 July 2023 The Board of Directors of Borregaard ASA

STATEMENT BY THE BOARD OF DIRECTORS

We confirm that, to the best of our knowledge, the unaudited interim condensed financial statements for the period 1 January to 30 June 2023, have been prepared in accordance with IAS 34 Interim Financial Reporting, and that the information in the financial statements gives a true and fair view of the business

of the Group and the Group's assets, liabilities, financial position and overall results, and that the half year report provides a fair overview of the information set out in the Norwegian Securities Trading Act section 5-6, fourth paragraph.

Sarpsborg, 17 July 2023 The Board of Directors of Borregaard ASA

Signed HELGE AASEN Chair Signed MARGRETHE HAUGE Signed TERJE ANDERSEN Signed TOVE ANDERSEN Signed RAGNHILD ANKER EIDE Signed JOHN ARNE ULVAN

Signed ARUNDEL KRISTIANSEN

Signed

PER A. SØRLIE President and CEO

THE GROUP'S INTERIM CONDENSED INCOME STATEMENT

1.4 - 30.6 1.1 - 30.6 1.1 - 31.12
Amounts in NOK million Note 2023 2022 2023 2022 2022
Operating revenues 2 1,963 1,744 3,813 3,359 6,881
Operating expenses -1,426 -1,299 -2,841 -2,514 -5,238
Depreciation property, plant and equipment -116 -110 -230 -218 -444
Amortisation intangible assets -2 -1 -3 -2 -5
Other income and expenses1 3 - 12 - 12 -8
Operating profit 419 346 739 637 1,186
Financial items, net 4 -40 -24 -68 -38 -68
Profit before taxes 379 322 671 599 1,118
Income tax expense 5 -91 -78 -162 -146 -267
Profit for the period 288 244 509 453 851
Profit attributable to non-controlling interests 5 -8 -5 -16 -41
Profit attributable to owners of the parent 283 252 514 469 892
EBITDA1 537 445 972 845 1,643

INTERIM EARNINGS PER SHARE

1.4 - 30.6 1.1 - 30.6
Amounts in NOK 2023 2022 2023 2022 2022
Earnings per share (100 mill. shares) 6 2.84 2.53 5.16 4.71 8.95
Diluted earnings per share 6 2.83 2.52 5.14 4.69 8.92

THE GROUP'S INTERIM CONDENSED COMPREHENSIVE INCOME STATEMENT

1.4 - 30.6 1.1 - 30.6
Amounts in NOK million Note 2023 2022 2023 2022 2022
Profit for the period 288 244 509 453 851
Items not to be reclassified to P&L
Actuarial gains and losses (after tax) - - - - 1
Total - - - - 1
Items to be reclassified to P&L
Change in hedging-reserve after tax (cash flow) 8 -151 -486 -557 -362 -253
Change in hedging-reserve after tax
(net investment in subsidiaries)
8 -22 -78 -69 -69 -70
Translation effects 40 126 122 122 118
Total -133 -438 -504 -309 -205
The Group's comprehensive income 155 -194 5 144 647
Comprehensive income non-controlling interests 7 1 - -8 -33
Comprehensive income owners of the parent 148 -195 5 152 680

THE GROUP´S INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

Amounts in NOK million Note 30.6.2023 31.12.2022
Intangible assets 13 80 82
Property, plant and equipment 13 4,502 4,371
Right-of-use assets 403 345
Other assets 9 226 254
Investments in joint venture/associate company 4 258 142
Non-current assets 5,469 5,194
Inventories 1,318 1,299
Receivables 9 1,576 1,387
Cash and cash deposits 11 365 234
Current assets 3,259 2,920
Total assets 8,728 8,114
Group equity 10 4,083 4,394
Non-controlling interests 51 51
Equity 4,134 4,445
Provisions and other liabilities 479 295
Interest-bearing liabilities 9, 11 2,038 1,370
Non-current liabilities 2,517 1,665
Interest-bearing liabilities 9, 11 547 702
Other current liabilities 9 1,530 1,302
Current liabilities 2,077 2,004
Equity and liabilites 8,728 8,114
Equity ratio1 47.4 % 54.8 %

INTERIM CONDENSED CHANGES IN EQUITY

1.1 - 30.6.2023 1.1 - 31.12.2022
Amounts in NOK million Note Controlling
interests
Non
controlling
interests
Total
equity
Controlling
interests
Non
controlling
interests
Total
equity
Equity 1 January 4,394 51 4,445 4,222 84 4,306
Profit/loss for the period 514 -5 509 892 -41 851
Items in Comprehensive Income 8 -509 5 -504 -212 8 -204
The Group's Comprehensive income 8 5 - 5 680 -33 647
Paid dividend -324 - -324 -499 - -499
Buy-back of treasury shares -49 - -49 -68 - -68
Exercise of share options 22 - 22 16 - 16
Reduced tax payable of exercised share options - - - - - -
Shares to employees 30 - 30 33 - 33
Option costs (share based payment) 5 - 5 10 - 10
Transactions with non-controlling interests - - - - - -
Equity at the end of the period 4,083 51 4,134 4,394 51 4,445

THE GROUP'S INTERIM CONDENSED CASH FLOW STATEMENT

1.4 - 30.6 1.1 - 30.6
Amounts in NOK million Note 2023 2022 2023 2022 2022
Profit before taxes 379 322 671 599 1,118
Amortisation, depreciation and impairment charges 118 111 233 220 449
Changes in net working capital, etc. 19 -221 -174 -602 -658
Dividend/share of profit from JV & associate
company
4 2 31 8 31 34
Taxes paid -107 -61 -216 -138 -208
Cash flow from operating activities 411 182 522 110 735
Investments property, plant and equipment
and intangible assets *
-137 -81 -244 -168 -464
Investment in associate company 4 -124 - -124 - -
Other capital transactions 3 4 5 6 9
Cash flow from investing activities -258 -77 -363 -162 -455
Dividends -324 -499 -324 -499 -499
Proceeds from exercise of options/shares to
employees
10 4 7 45 34 41
Buy-back of treasury shares 7 -8 -19 -49 -23 -68
Gain/(loss) on hedges for net investments in
subsidiaries
-30 -111 -88 -80 -79
Net paid to/from shareholders -358 -622 -416 -568 -605
Proceeds from interest-bearing liabilities 11 800 737 800 837 837
Repayment from interest-bearing liabilities 11 -446 -339 -460 -353 -512
Change in interest-bearing receivables/other
liabilities
11 19 70 60 68 78
Change in net interest-bearing liabilities 373 468 400 552 403
Cash flow from financing activities 15 -154 -16 -16 -202
Change in cash and cash equivalents 168 -49 143 -68 78
Cash and cash equivalents at beginning of period 105 -16 111 5 5
Change in cash and cash equivalents 168 -49 143 -68 78
Currency effects cash and cash equivalents 5 27 24 25 28
Cash and cash equivalents
at the close of the period
11 278 -38 278 -38 111
*Investment by category
Replacement investments 103 57 190 128 359
Expansion investments1
including
investment in associate company
158 24 178 40 105
Total investments including
investment in associate company
261 81 368 168 464

NOTES

NOTE 01 Organisation and basis for preparation

GENERAL INFORMATION

Borregaard ASA is incorporated and domiciled in Norway. The address of its registered office is Hjalmar Wessels vei 6, Sarpsborg.

Basis for preparation

These unaudited Interim Condensed Consolidated Financial Statements are prepared in accordance with IAS 34 Interim Financial Reporting. Borregaard ASA is the parent company of the Borregaard Group presented in these Interim Condensed Consolidated Financial Statements.

The same accounting principles and methods of calculation have been applied as in the Consolidated Financial Statements for 2022 for the Borregaard Group.

Use of estimates

The same use of estimates has been applied as in the Consolidated Financial Statements for 2022.

NOTE 02 Segments

OPERATING REVENUES

1.4 - 30.6 1.1 - 30.6
Amounts in NOK million 2023 2022 2023 2022 2022
Borregaard 1,963 1,744 3,813 3,359 6,881
BioSolutions 1,087 1,098 2,082 2,046 4,050
BioMaterials 661 540 1,345 1,072 2,250
Fine Chemicals 227 119 407 262 632
Eliminations -12 -13 -21 -21 -51

There is limited intercompany sales between the different segments and eliminations consist essentially of allocations from the corporate headquarter.

cont. next page

cont. NOTE 02 Segments

EBITDA1

1.4 - 30.6 1.1 - 30.6
Amounts in NOK million 2023 2022 2023 2022 2022
Borregaard 537 445 972 845 1,643
BioSolutions 284 305 508 566 986
BioMaterials 143 91 270 188 427
Fine Chemicals 110 49 194 91 230
Reconciliation against operating profit & profit before tax
EBITDA1 537 445 972 845 1,643
Depreciations and write downs -116 -110 -230 -218 -444
Amortisation intangible assets -2 -1 -3 -2 -5
Other income and expenses1 - 12 - 12 -8
Operating profit 419 346 739 637 1,186
Financial items, net -40 -24 -68 -38 -68
Profit before taxes 379 322 671 599 1,118

SALES REVENUES

1.4 - 30.6 1.1 - 30.6
Amounts in NOK million 2023 2022 2023 2022 2022
Borregaard 1,937 1,720 3,762 3,311 6,776
BioSolutions 1,062 1,072 2,035 2,001 3,946
BioMaterials 649 530 1,323 1,051 2,205
Fine Chemicals 226 118 404 259 625
Eliminations - - - - -

Operating revenues consist of sales revenues and other revenues such as commissions, revenues from waste received for incineration etc.

NOTE 03 Other income and expenses1

There were no Other income and expenses1 in the 2nd quarter of 2023. Other income and expenses1 of NOK 12 million in the 2nd quarter of 2022 were mainly related to sale of assets in the closed lignin operation in South Africa as the realised value was higher than the provision made in 2020.

NOTE 04 Financial items

NET FINANCIAL ITEMS

1.4 - 30.6 1.1 - 30.6
Amounts in NOK million 2023 2022 2023 2022 2022
Net interest expenses -35 -16 -64 -29 -76
Currency gain/loss -1 -7 5 -6 6
Share of profit/-loss from an associate -1 - -3 -1 -3
Other financial items, net -3 -1 -6 -2 5
Net financial items -40 -24 -68 -38 -68

In April 2023, Borregaard increased its ownership in Alginor by an additional investment of NOK 124 million. After this transaction, Borregaard holds 35% of the shares in Alginor ASA on a fully diluted basis as of 30 June 2023. Other financial items, net includes changes in committed return on the Group's unfunded pension plan.

NOTE 05 Income tax expense

The tax rate of 24.1% (24.4%) for the first six months of 2023 is a compilation of the tax rates in the various countries in which Borregaard operates and has taxable income. The corporate income tax rate in Norway is 22%.

In addition to the compilation of the tax rates in the various countries in which Borregaard operates and has taxable income, the income tax rate for the Group is also impacted by the following: LignoTech Florida is a limited liability company (LLC) which is taxed on the owners' hand. Profit before tax is 100% consolidated

in the Borregaard Group, whereas the tax expense is calculated based on Borregaard's 55% ownership. Consequently, profit attributable to non-controlling interests for LignoTech Florida (45%) is calculated on profit before tax. Share of profit after tax from the joint venture, LignoTech South Africa, and from the associated company, Alginor ASA, is accounted for as part of profit before tax. There are carry forward losses in the Group which will not be recognised as deferred tax assets, and hence increase the Group's tax rate.

NOTE 06 Earnings per share (EPS)

The share capital consists of 100 million shares. The company holds 243,604 treasury shares. As of 30 June 2023, there are 99,964,147 diluted shares (99,752,815

as of 31 December 2022). Earnings per diluted share were NOK 2.83 in the 2nd quarter (NOK 2.52 in the 2nd quarter of 2022).

NOTE 07 Stock options

During the 2nd quarter of 2023, 23,450 share options were exercised at a strike price of NOK 67.05 per share and 23,100 share options were exercised at a strike price of NOK 91.35 per share.

The Group Executive Management and other key employees hold a total of 1,150,450 stock options in five different share option programmes in Borregaard.

Stock options Issued 2019 Issued 2020 Issued 2021 Issued 2022 Issued 2023
Number of stock options 104,550 346,900 249,000 200,000 250,000
Strike price (NOK)* 67.05 91.35 172.45 220.50 190.75
Vesting period 3 years 3 years 3 years 3 years 3 years
Expiry date 6 February 2024 13 February 2025 16 February 2026 17 February 2027 1 March 2023

* Strike prices as at 30 June 2023 have been adjusted for dividend paid since issuance of stock options.

NOTE 08 Statement of comprehensive income

The statement of comprehensive income shows changes in the value of hedging instruments, both cash flow hedges and hedges of net investments

in subsidiaries (hedging reserve). These figures are presented after tax.

30.6.2023 30.6.2022 31.12.2022
Amounts in NOK million Cash flow
hedges
Hedges of net
investments in
subsidiares
Cash flow
hedges
Hedges of net
investments in
subsidiares
Cash flow
hedges
Hedges of net
investments in
subsidiares
Tax effect year-to-date -190 -84 -63 -65 -33 -65
Hedging reserve after tax -673 -265 -225 -195 -116 -196

NOTE 09 Fair value hierarchy

For financial instruments that are recognised at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation at the end of each reporting period.

The following measurement levels are used for determining the fair value of financial instruments:

  • Level 1 Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities
  • Level 2 Valuation techniques (for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable)

• Level 3 — Valuation techniques (for which the lowest level input that is significant to the fair value measurement is unobservable)

There were no transfers from one level to another in the measurement hierarchy from 2022 to the 2nd quarter of 2023. Borregaard has no items defined as level 1. The bond is determined as measurement level 3. The fair value of the bond is deemed to equal its book value.

Set out below is a comparison of the carrying amount and the fair value of financial instruments as of 30 June 2023:

cont. NOTE 09 Fair value hierarchy

FINANCIAL ASSETS

30.6.2023 31.12.2022
Amounts in NOK million Level Carrying amount Fair value Carrying amount Fair value
Non-current financial receivables 2 203 203 194 194
Non-current derivatives 2 6 6 46 46
Current derivatives 2 15 15 49 49
Total financial assets 224 224 289 289
FINANCIAL LIABILITIES
Non-current financial liabilities 2, 3 2,040 2,040 1,372 1,372
Non-current derivatives 2 476 476 144 144
Current financial liabilities 2 547 547 702 702
Current derivatives 2 405 405 102 102
Total financial liabilities 3,468 3,468 2,320 2,320
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
Amounts in NOK million Level 1 Level 2 Level 3
Financial instruments 30.6.2023 -3,244 - -2,744 -500
Financial instruments 31.12.2022 -2,031 - -1,631 -400

The financial instruments are measured based on observable spot exchange rates, the yield curves of the respective currencies as well as the currency basis spreads between the respective currencies.

NOTE 10 Compilation of Equity

Amounts in NOK million 30.6.2023 31.12.2022
Share capital 100 100
Treasury shares - -
Share premium 1,346 1,346
Other paid-in capital 938 881
Translation effects 325 208
Hedging reserve (after tax) -938 -312
Actuarial gains/Losses 42 42
Retained earnings 2,270 2,129
Group equity (controlling interests) 4,083 4,394

As of 30 June 2023, the company held 243,604 treasury shares at an average cost of NOK 180.39.

NOTE 11 Net interest-bearing debt1

The various elements of net interest-bearing debt1 are shown in the following table:

Amounts in NOK million 30.6.2023 31.12.2022
Non-current interest-bearing liabilities 2,038 1,370
Current interest-bearing liabilities including overdraft of cashpool 547 702
Non-current interest-bearing receivables (included in "Other Assets") -2 -2
Cash and cash deposits -365 -234
Net interest-bearing debt1 2,218 1,836
- of which impact of IFRS 16 Leases 434 371

In June 2023, Borregaard successfully placed NOK 500 million in new senior unsecured green bonds. The new green bonds have a tenor of 5 years and a coupon of 3 months NIBOR plus 1.25% p.a.

NOTE 12 Related parties

The members of the Group Executive Management of Borregaard held a total of 560,450 stock options in the Company as of 30 June 2023.

NOTE 13 Assessments relating to impairment

No impairment indicators have been identified in the Borregaard Group's property, plant and equipment or intangible assets in the 2nd quarter of 2023.

NOTE 14 Other matters and subsequent events

There have been no other events after the balance sheet date that would have had a material impact on the financial statements, or the assessments carried out.

ALTERNATIVE PERFORMANCE MEASURES

In the discussion of the reported operating results, financial position and cash flows, Borregaard refers to certain measures which are not defined by generally accepted accounting principles (GAAP) such as IFRS. Borregaard management makes regular use of these Alternative Performance Measures and is of the opinion that this information, along with comparable

GAAP measures, is useful to investors who wish to evaluate the company's operating performance, ability to repay debt and capability to pursue new business opportunities. Such Alternative Performance Measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure.

MEASURE DESCRIPTION REASON FOR INCLUDING
EBITDA EBITDA is defined by Borregaard as operat
ing profit before depreciation, amortisation
and other income and expenses.
EBITDA MARGIN EBITDA margin is defined by Borregaard as
EBITDA divided by operating revenues.
Shows the operations' performance regardless
of capital structure and tax situation as a ratio
to operating revenue.
1.4 - 30.6 1.1 - 30.6 1.1 - 31.12
EBITDA 2023 2022 2023 2022 2022
Operating profit 419 346 739 637 1,186
Other income and expenses - -12 - -12 8
Amortisation intangible assets 2 1 3 2 5
Depreciation and impairment property, plant and equipment 116 110 230 218 444
EBITDA 537 445 972 845 1,643
1.4 - 30.6 1.1 - 30.6 1.1 - 31.12
EBITDA MARGIN 2023 2022 2023 2022 2022
EBITDA 537 445 972 845 1,643
Operating revenues 1,963 1,744 3,813 3,359 6,881
EBITDA margin (%) (EBITDA/operating revenues) 27.4 25.5 25.5 25.2 23.9
MEASURE DESCRIPTION REASON FOR INCLUDING
EQUITY RATIO Equity ratio is defined by Borregaard as
equity (including non-controlling interests)
divided by equity and liabilities.
Equity ratio is an important measure in
describing the capital structure.
EQUITY RATIO 30.6.2023 30.6.2022 31.12.2022
EQUITY RATIO 30.6.2023 30.6.2022 31.12.2022
Total equity 4,134 3,975 4 ,445
Equity & liabilities 8,728 7,679 8,114
Equity ratio (%) (total equity/equity & liabilities) 47.4 51.8 54.8
MEASURE DESCRIPTION REASON FOR INCLUDING
EXPANSION INVESTMENTS Borregaard's investments are either cate
gorised as replacement or expansion. Expan
sion investments is defined by Borregaard
as investments made in order to expand
production capacity, produce new products
or to improve the performance of existing
products. Such investments include busi
ness acquisitions, pilot plants, capitalised
research and development costs and new
distribution set-ups.
Borregaard's strategic priorities are special
isation and diversification, increase value
added from the biorefinery, develop business
areas and to continue emphasis on ESG along
the entire value chain. To be able to deliver on
those priorities, expansion investments are
needed. As such, expansion investments are
important information for investors. One of
Borregaard's financial objectives is to have an
internal rate of return >15% pre-tax for expan
sion investments.
1.4 - 30.6 1.1 - 30.6 1.1 - 31.12
EXPANSION INVESTMENTS 2023 2022 2023 2022 2022
Total investments including investment in
associate company
261 81 368 168 464
Replacement investments -103 -57 -190 -128 -359
Expansion investments including investment in associate
company
158 24 178 40 105
MEASURE DESCRIPTION REASON FOR INCLUDING
OTHER INCOME AND EXPENSES Other income and expenses are defined by
Borregaard as non-recurring items or items
related to other periods or to a discontinued
business or activity. These items are not
viewed as reliable indicators of future earn
ings based on the business areas' normal
operations. These items will be included in
the Group's operating profit.
To be able to compare the EBITDA of different
reporting periods, significant non-recurring
items not directly related to operating
activities, are included in Other income and
expenses.
1.4 - 30.6 1.1 - 30.6 1.1 - 31.12
OTHER INCOME AND EXPENSES 2023 2022 2023 2022 2022
Other income and expenses - 12 - 12 -8
MEASURE DESCRIPTION REASON FOR INCLUDING
NET INTEREST-BEARING DEBT Net interest-bearing debt is defined by Bor
regaard as interest-bearing liabilities minus
interest-bearing assets.
Net interest-bearing debt provides an indicator
of the net indebtedness and an indicator of the
overall strength of the statement of financial
position. Net interest-bearing debt is part of
Borregaard's financial covenants (leverage
ratio) and is important in understanding the
capital structure.
NET INTEREST-BEARING DEBT 30.6.2023 30.6.2022 31.12.2022
Non-current interest-bearing liabilities 2,038 1,926 1,370
Current interest-bearing liabilities including overdraft of cashpool 547 272 702
Non-current interest-bearing receivables (included in "Other assets") -2 -3 -2
Cash and cash deposits -365 -90 -234
Net interest-bearing debt 2,218 2,105 1,836
MEASURE DESCRIPTION REASON FOR INCLUDING
LEVERAGE RATIO Leverage ratio is defined by Borregaard as
net interest bearing debt divided by last
twelve months' (LTM) EBITDA.
Leverage ratio is an indicator of the overall
strength of the statement of financial position.
Borregaard has a targeted leverage ratio
between 1.0 and 2.25 over time. Leverage ratio
is Borregaard's financial covenant on long
term credit facilities.
LEVERAGE RATIO 30.6.2023 30.6.2022 31.12.2022
Net interest-bearing debt 2,218 2,105 1,836
EBITDA 1,770 1,499 1,643
Leverage ratio (net interest-bearing debt/EBITDA) 1.25 1.40 1.12
MEASURE DESCRIPTION REASON FOR INCLUDING
CAPITAL EMPLOYED Capital employed is defined by Borregaard
as the total of net working capital, intangible
assets, property, plant and equipment, right
of-use assets minus net pension liabilities.
Borregaard uses capital employed as basis for
calculating ROCE.
CAPITAL EMPLOYED (END OF PERIOD) 30.6.2023 30.6.2022 31.12.2022
Capital employed (end of period) 7,216 6,779 6,802
MEASURE DESCRIPTION REASON FOR INCLUDING
RETURN ON CAPITAL EMPLOYED
(ROCE)
Return on capital employed (ROCE) is
defined by Borregaard as last twelve months'
(LTM) capital contribution (operating profit
before amortisation and other income
and expenses) divided by average capital
employed based on the ending balance of
the last five quarters.
ROCE is an important financial ratio to assess
Borregaard's profitability and capital efficien
cy. One of Borregaard's financial objectives
is to have ROCE >15% pre-tax over a business
cycle.
RETURN ON CAPITAL EMPLOYED (ROCE) 30.6.2023 30.6.2022 31.12.2022
Capital employed end of:
Q2, 2021 5,854
Q3, 2021 5,991
Q4, 2021 6,043 6,043
Q1, 2022 6,421 6,421
Q2, 2022 6,779 6,779 6,779
Q3, 2022 7,015 7,015
Q4, 2022 6,802 6,802
Q1, 2023 7,142
Q2, 2023 7,216
Average capital employed 6,991 6,218 6,612
CAPITAL CONTRIBUTION 30.6.2023 30.6.2022 31.12.2022
Operating profit 1,288 1,080 1,186
Other income and expenses 20 -12 8
Amortisation intangible assets 6 4 5
Capital contribution 1,314 1,072 1,199
RETURN ON CAPITAL EMPLOYED (ROCE) 30.6.2023 30.6.2022 31.12.2022
Capital contribution 1,314 1,072 1,199
Average capital employed 6,991 6,218 6,612
Return on capital employed (ROCE) (%) (capital contribution/average capital employed) 18.8 17.2 18.1

Q2 2023

FÆRD.no

Borregaard ASA P.O. Box 162, NO-1701 Sarpsborg, Norway Telephone: (+47) 69 11 80 00 Fax: (+47) 69 11 87 70 E-mail: [email protected] www.borregaard.com

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